COMMON STOCK PURCHASE WARRANT TAPIMMUNE, INC.Warrant Agreement • March 2nd, 2011 • Tapimmune Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TapImmune, Inc., a Nevada corporation (the “Company”), up to [_____] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
SECURITY AGREEMENTSecurity Agreement • March 2nd, 2011 • Tapimmune Inc • Pharmaceutical preparations • New York
SECURITY AGREEMENT (this “Agreement”), dated as of February 24, 2011, between TAPIMMUNE, INC. (“Borrower”), a Nevada corporation, and each lender identified on the signature pages hereto (each, including its successors and assigns, a “Lender” and collectively the “Lenders”). The Lenders and the Borrower are concurrently entering into a securities purchase agreement (the “Securities Purchase Agreement”) or an exchange agreement (“Exchange Agreement”) pursuant to which the Borrower will issue to each Lender a Secured Convertible Note, dated as of even date herewith, (as amended, modified or supplemented from time to time in accordance with its terms, the (“Notes”) pursuant to which the Lender will make a loan to the Borrower in the Principal Sum (as such term is defined in the Note) pursuant to, and subject to the terms and conditions thereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2011 • Tapimmune Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT is dated and made for reference as fully executed effective on February __, 2011 (the “Execution Date” herein) between (i) TapImmune, Inc., a company incorporated under the laws of the State of Nevada (the “Borrower”), (ii) each Lender that is a signatory hereto (each, a “Lender”, and together, the “Lenders”) and (iii) Sanders Ortoli Vaughn-Flam Rosenstadt LLP (the “Escrow Agent”) (the Borrower, Lenders and the Escrow Agent being hereinafter singularly also referred to as a “Party” and collectively referred to as the “Parties” as the context so requires).
